EXHIBIT 99.2
AMENDED AND RESTATED
BYLAWS
OF
LAYNE CHRISTENSEN COMPANY
ARTICLE I
OFFICES
Section 1. The registered office shall be in the city of Wilmington,
county of New Castle, state of Delaware.
Section 2. The corporation may also have offices at such other places both
within and without the state of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held in the city of
Mission Woods, state of Kansas, at such place as may be fixed from time to time
by the board of directors, or at such other place either within or without the
state of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of the meeting.
Section 2. An annual meeting of stockholders shall be held on the second
Tuesday of the third month following the fiscal year end in each year, if not a
legal holiday, and if a legal holiday, then on the next secular day following,
at 2:00 P.M. or at such other date and time as may be determined from time to
time by resolution adopted by the board of directors, when they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.
Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the corporation's restated
certificate of incorporation (the "Certificate of Incorporation"), or by these
bylaws. A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum and the votes present may continue to
transact business until adjournment. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat.
Section 4. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, or
the Certificate of Incorporation, or these bylaws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.
Section 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period. All proxies must be filed
with the secretary of the corporation at the beginning of each meeting in order
to be counted in any vote at the meeting. Each stockholder shall have one vote
for each share of stock having voting power registered in his name on the books
of the corporation on the record date set by the board of directors as provided
in Article V, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.
Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the board of directors, or by a
majority of the members of the board of directors, or by a committee of the
board of directors which has been duly designated by the board of directors and
whose powers and authority, as provided in a resolution of the board of
directors or these bylaws, include the power to call such meetings. Special
meetings of stockholders of the corporation may not be called by any other
person or persons or entity. Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 7. (a) Nominations of persons for election to the board of
directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders (i) pursuant to the corporation's
notice of meeting; (ii) by or at the direction of the board of directors or
(iii) by any stockholder who was a stockholder of record at the time of the
giving of notice provided for in this Section 7, who is entitled to vote thereon
at the meeting and who complied with the notice procedures set forth in this
Section 7.
(b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of Section
7(a), the stockholder must have given timely notice thereof in writing to the
secretary of the corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal office of the corporation
not less than one hundred twenty (120) days nor more than one hundred fifty
(150) days before the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than thirty (30) days or delayed by more than sixty (60) days
from such anniversary date, notice by the stockholder to be timely must be so
delivered and received not earlier than the 150th day before such annual meeting
and not later than the close of business on the later of (i) the 120th day
before such annual meeting or (ii) the 10th day following the day on which
public announcement of the date of such annual meeting is first made. Such
stockholder's notice shall set forth as to each person whom the stockholder
proposes to nominate for election or reelection as a director: (a) the name and
address of the stockholder who intends to make the nomination and of the
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person or persons to be nominated; (b) a representation that such stockholder is
a holder of record of stock of the corporation entitled to vote in the election
of directors at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) the name
and address of such stockholder, as it appears on the corporation's books, and
of the beneficial owner, if any, on whose behalf the nomination is made; (d) the
class and number of shares of the corporation which are owned beneficially and
of record by the nominating stockholder and each nominee proposed by such
stockholder; (e) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (f) such other information regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy statement
filed pursuant to Regulation 14A (17 C.F.R. Section 240.14a-1 et seq.) as then
in effect under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), had the nominee been nominated, or intended to be nominated, by the board
of directors; and (g) the consent of each nominee to serve as a director of the
corporation if so elected. The corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as director of
the corporation. As to any other business that the stockholder proposes to bring
before the meeting, a stockholder's notice to the secretary shall set forth as
to each matter: (a) a brief description of the business desired to be brought
before the annual meeting; (b) a representation that such stockholder is a
holder of record of stock entitled to vote on the business proposed by such
stockholder and intends to appear in person or by proxy at the meeting to
present the proposed business to be brought before the meeting; (c) the name and
address of the stockholder proposing such business, as it appears on the
corporation's books, and of the beneficial owner, if any, on whose behalf the
business is proposed; (d) the class and number of shares of the corporation
which are owned beneficially and of record by the stockholder; (e) the reason
for conducting such business at the meeting and any material interest of the
stockholder or such beneficial owner in such business; and (f) all other
information with respect to each such matter as would have been required to be
included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R.
Section 240.14a-1 et seq.) as then in effect under the Exchange Act, had proxies
been solicited by the board of directors with respect thereto.
(c) Only such persons who are nominated in accordance with the
procedures set forth in this Section 7 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 7. The chairman of the meeting of stockholders shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 7, and, if any proposed nomination or business is not in
compliance with this Section 7, to declare that such defective nominations or
proposal shall be disregarded.
(d) Notwithstanding satisfaction of the provisions of this
Section 7, the proposed business described in the notice, other than director
nominations, may be deemed not to be properly brought before the meeting if,
pursuant to state law or to any rule or regulation of the Securities and
Exchange Commission, it was offered as a stockholder proposal and was omitted,
or had it been so offered, it could have been omitted, from the notice of, and
proxy material for, the meeting (or any supplement thereto) authorized by the
board of directors.
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(e) In the event such notice is timely given pursuant to
Section 7(b), and the business described therein is not disqualified pursuant to
Section 7(d), such business may be presented by, and only by, the stockholder
who shall have given the notice required by Section 7(b), or a representative of
such stockholder who is qualified under the law of the State of Delaware to
present the proposal on the stockholder's behalf at the meeting.
(f) For purposes of this Section 7, "public announcement" shall
mean disclosure in a press release reported by the Business Wire, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
(g) Notwithstanding the foregoing provisions of this Section 7,
(i) if any class of series of stock has the right, voting separately by class or
series, to elect directors at an annual or special meeting of stockholders, such
directors shall be nominated and elected pursuant to the terms of such class of
series of stock; and (ii) a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 7. Nothing in this Section 7
shall be construed to affect the requirements for proxy statements of the
corporation under Regulation 14A of the Exchange Act. To the extent this Section
7 shall be deemed by the board of directors or the Securities and Exchange
Commission, or finally adjudged by a court of competent jurisdiction, to be
inconsistent with the rights of stockholders to request inclusion of a proposal
in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act, such rule shall prevail.
Section 8. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the corporation.
Section 9. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.
ARTICLE III
DIRECTORS
Section 1. The board of directors shall consist of a minimum
of one (1) and a maximum of nine (9) directors. The number of directors shall be
fixed or changed from time to
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time, within the minimum and maximum, by the then appointed directors. The
directors need not be stockholders. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article
III, and each director elected shall hold office until his successor is elected
and qualified or until his death, retirement, resignation or removal. Except as
may otherwise be provided pursuant to Article IV of the Certificate of
Incorporation with respect to any rights of holders of preferred stock, a
director may be removed without cause either by (i) a majority vote of the
directors then in office (including for purposes of calculating the number of
directors then in office the director subject to such removal vote), or (ii) the
affirmative vote of the stockholders holding at least 80% of the capital stock
entitled to vote for the election of directors.
Section 2. Except as may otherwise be provided pursuant to Article IV of
the Certificate of Incorporation with respect to any rights of holders of
preferred stock to elect additional directors, should a vacancy in the board of
directors occur or be created (whether arising through death, retirement,
resignation or removal or through an increase in the number of authorized
directors), such vacancy shall be filled by the affirmative vote of a majority
of the remaining directors, even though less than a quorum of the board of
directors. A director so elected to fill a vacancy shall serve for the remainder
of the term of the class to which he was elected.
Section 3. The property and business of the corporation shall be managed
by or under the direction of its board of directors. In addition to the powers
and authorities by these bylaws expressly conferred upon them, the board may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The directors may hold their meetings and have one or more
offices and keep the books of the corporation outside the state of Delaware.
Section 5. Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by the
board.
Section 6. Special meetings of the board of directors may be called by the
president or the chairman of the board of directors on forty-eight hours' notice
to each director, either personally or by mail or by telegram; special meetings
shall be called by the president or the secretary in like manner and on like
notice on the written request of two directors unless the board consists of only
one director, in which case special meetings shall be called by the president or
secretary in like manner or on like notice on the written request of the sole
director.
Section 7. At all meetings of the board of directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these bylaws. If a quorum
shall not be present at any meeting of the board of directors the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the
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meeting, until a quorum shall be present. If only one director is authorized,
such sole director shall constitute a quorum.
Section 8. Unless otherwise restricted by the Certificate of Incorporation
or these bylaws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 9. Unless otherwise restricted by the Certificate of Incorporation
or these bylaws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each such committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it, but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger.
Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required
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COMPENSATION OF DIRECTORS
Section 12. Unless otherwise restricted by the Certificate of
Incorporation or these bylaws, the board of directors shall have the authority
to fix the compensation of directors. Such compensation may, as determined by
the board of directors, include stock and/or stock options in the corporation.
The directors may be paid their expenses, if any, of attendance at each meeting
of the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
INDEMNIFICATION
Section 13. The corporation shall indemnify every person who was or is a
party or is or was threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the corporation or, while
a director or officer of the corporation, is or was serving at the request of
the corporation as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including counsel fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, to the full extent permitted by applicable
law.
ARTICLE IV
OFFICERS
Section 1. The officers of this corporation shall be chosen by the board
of directors and shall include a president, a vice president, a secretary and a
treasurer. The corporation may also have at the discretion of the board of
directors such other officers as are desired, including a chairman of the board,
a chief executive officer, additional vice presidents, one or more assistant
secretaries and assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more vice presidents, then one or more may be designated as
executive vice president, senior vice president, vice president/marketing, or
other similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these bylaws otherwise provide.
Section 2. The board of directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the corporation.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors
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Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the board of directors. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the board of directors.
CHAIRMAN OF THE BOARD
Section 6. The chairman of the board, if such an officer be elected,
shall, if present, preside at all meetings of the board of directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the board of directors or prescribed by the bylaws. If there
is no president, the chairman of the board shall in addition be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 7 of this Article IV.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Section 7. Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board, if there be such officer,
the president and the chief executive officer shall, subject to the control of
the board of directors, have general supervision, direction and control of the
business and officers of the corporation. He shall preside at all meetings of
the stockholders and, in the absence of the chairman of the board, or if there
be none, at all meetings of the board of directors. He shall be an ex-officio
member of all committees and shall have the general powers and duties of
management usually vested in the office of president and chief executive officer
of corporations, and shall have such other powers and duties as may be
prescribed by the board of directors or the bylaws. The offices of president and
chief executive officer may be combined and held by one person or may be held
separately by two different persons at the discretion of the board of directors.
If such offices are held separately the duties of each office shall be as
designated by the board of directors.
VICE PRESIDENTS
Section 8. In the absence or disability of the president, the vice
presidents in order of their rank as fixed by the board of directors, or if not
ranked, the vice president designated by the board of directors, shall perform
all the duties of the president, and when so acting shall have all the powers of
and be subject to all the restrictions upon the president. The vice presidents
shall have such other duties as from time to time may be prescribed for them,
respectively, by the board of directors.
SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all sessions of the board of
directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the standing committees when required by the board of
directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or the bylaws. He shall keep in
safe custody the seal of the
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corporation, and when authorized by the board, affix the same to any instrument
requiring it, and when so affixed it shall be attested by his signature or by
the signature of an assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, or if
there be no such determination, the assistant secretary designated by the board
of directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
TREASURER AND ASSISTANT TREASURER
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation, in
such depositories as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation. If required by the board of directors,
he shall give the corporation a bond, in such sum and with such surety or
sureties as shall be satisfactory to the board of directors, for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 12. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors, or
if there be no such determination, the assistant treasurer designated by the
board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Every holder of stock of the corporation shall be entitled to
have a certificate signed by, or in the name of the corporation by, the chairman
or vice chairman of the board of directors, or the president or a vice
president, and by the secretary or an assistant secretary, or the treasurer or
an assistant treasurer of the corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the corporation.
Section 2. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar
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before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.
Section 3. If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
LOST, STOLEN OR DESTROYED CERTIFICATES
Section 4. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 5. Upon surrender to the corporation, or the transfer agent of the
corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 6. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix a record date which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a
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meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 7. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the state of
Delaware.
ARTICLE VI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers as the board of directors may from
time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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NOTICES
Section 6. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ANNUAL STATEMENT
Section 8. The board of directors may present at each annual meeting of
stockholders, and when called for by vote of the stockholders shall present to
any annual or special meeting of the stockholders, a full and clear statement of
the business and condition of the corporation.
ARTICLE VII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the Certificate of Incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred upon the board of directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws.
Dated: November 25, 2003.
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